**Exhibit 10.10**

 

[CONFIDENTIAL TREATMENTREQUESTED] /*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICHCONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEENFILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 

**CONTRACT WORK AUTHORIZATION (Form 1) RELEASE NO. 1**

 

**for**

**ENGINEERING AND**

**CONSTRUCTION MANAGEMENT SERVICES**

 

**Between**

 

**ACUSPHERE, INC. (“ACUSPHERE/OWNER”)**

 

**and**

 

**PARSONS COMMERCIAL TECHNOLOGY INC. (“PARSONS”)**

 

 

**All workauthorized by Acusphere and performed by Parsons in accordance with thisContract Work Authorization shall be governed by the “Terms and Conditions forEngineering, Procurement and Construction Management Services betweenAcusphere, Inc. and Parsons Commercial Technology Group Inc.” (the EPCM),Effective date July 6, 2004.**

 

----

 

CONTRACT WORK AUTHORIZATION NO. 1

(Form 1)

FOR

ENGINEERING AND CONSTRUCTION MANAGEMENT SERVICES

 

THIS Contract WorkAuthorization for the performance of engineering, construction management,procurement services and placement of subcontracts (where applicable) isexecuted November 11, 2004 and made effective retroactively to the 6th day ofJuly, 2004 between ACUSPHERE, INC., with principal offices at 500 Arsenal Street,Watertown, Massachusetts 02472 (“Acusphere/Owner”) and PARSONS COMMERCIALTECHNOLOGY GROUP INC. (“PARSONS”), with principal offices for this projectlocated at 150 Federal Street, Boston, Massachusetts 02110.

 

ThisContract Work Authorization, the scope of which is defined below, is intendedto cover engineering, construction management, procurement services andplacement of subcontracts (where applicable) (authorized to date by Acusphere)to be provided by Parsons for Acusphere from July 6, 2004 through December 10,2004.

 

INCONSIDERATION of the covenants hereinafter set forth, the parties heretomutually agree as follows:

 

ARTICLE I            SCOPEOF SERVICES

 

1.1                                 Descriptionof Services

 

Parsons shall perform engineering constructionmanagement and other services as required (hereinafter referred to as the “Services”)in connection with Owner’s aseptic pharmaceutical manufacturing facilitylocated at 890 East Street, Tewksbury, Massachusetts (the “Facilities”), asspecifically set forth and described in Exhibit 1, which is attached hereto andmade a part hereof.

 

ARTICLE II                                 ESTIMATED COST

 
| Previous total estimated cost up through and  including Contract Work Authorization (Form 1) Number 0 |   | $      | 0            |   |
|-------------------------------------------------------------------------------------------------------|--------|--------|--------------|--------|
|                                                                                                  |   |   |         |
| Estimated increase based on Contract Work  Authorization (Form 1) Number 1                            |   | $      | 5,559,984.00 |   |
|                                                                                                  |   |   |         |
| Revised total estimated cost up through this  Contract Work Authorization (Form 1) Number 1           |   | $      | 5,559,984.00 |   |

 

2

----

 

ARTICLE III                             TERMS AND CONDITIONS

 

THEPARTIES ACKNOWLEDGE AND AGREE THE TERMS AND CONDITIONS OF THIS AGREEMENT HAVEBEEN FREELY, FAIRLY AND THOROUGHLY NEGOTIATED. FURTHER, THE PARTIES ACKNOWLEDGEAND AGREE SUCH TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO THOSERELATING TO WAIVERS, ALLOCATIONS OF, RELEASES FROM, INDEMNITES AGAINST ANDLIMITATIONS OF LIABILITY, WHICH MAY REQUIRE CONSPICUOUS IDENTIFICATION, HAVENOT BEEN SO IDENTIFIED BY MUTUAL AGREEMENT AND THE PARTIES HAVE ACTUALKNOWLEDGE OF THE INTENT AND EFFECT OF SUCH TERMS AND CONDITIONS. EACH PARTYACKNOWLEDGES THAT IN EXECUTING THIS AGREEMENT IT RELIED SOLELY ON ITS OWNJUDGEMENT, BELIEF, AND KNOWLEDGE, AND SUCH ADVICE AS IT MAY HAVE RECEIVED FROMITS OWN COUNSEL, AND IT HAS NOT BEEN INFLUENCED BY ANY REPRESENTATION ORSTATEMENTS MADE BY ANY OTHER PARTY OR SUCH OTHER PARTY’S COUNSEL. NO PROVISIONIN THIS AGREEMENT IS TO BE INTERPRETED FOR OR AGAINST ANY PARTY BECAUSE THATPARTY OR ITS COUNSEL DRAFTED SUCH PROVISION.

 

**Allservices provided by Parsons for Acusphere in Items 1 through 7 above shall begoverned by the terms and conditions of the EPCM in place of the TechnicalServices Agreement signed by Process Facilities Inc. and Acusphere, Inc. dated April 12,2004, which is retroactively superseded and replaced.**

 

ARTICLE IV                             SCHEDULE

 

It isestimated that the work covered by the Contract Work Authorization shallcommence and be completed as noted below:

 

Workcommenced on July 6, 2004 and shall be suspended at the end of the day December 10,2004 unless a subsequent authorization to continue is received by Parsons fromAcusphere on or prior to December 10, 2004.

 

All other terms andconditions for the Contract for Engineering, Procurement and ConstructionManagement Services, as previously amended by Contract Work AuthorizationNumbers 0 through 0 remain unchanged.

 

3

----

 

IN WITNESS WHEREOF, theparties hereto have executed this contract, document as of the date and yearfirst above written.

 
| ACUSPHERE, INC. (“ACUSPHERE”) |   | PARSONS COMMERCIAL TECHNOLOGY   GROUP INC. (“PARSONS”) |
|-----------------------------------------|--------|------------------------------------------------------------------|
|                                    |   |                                                             |
| /s/ Sherri C. Oberg                     |   |                                                             | /s/ Daniel Mariani |   |
|                                    |   |                                                             |   |   |
| By: Sherri C. Oberg                     |   |                                                             | By: Daniel Mariani |   |
|                                    |   |                                                             |   |   |
|                                    |   |                                                             |   |   |
| Title: President and CEO                |   |                                                             | Title: Senior VP |   |

 

4

----

 

**EXHIBIT 1to Contract Work Authorization Number 1**

 

**Committed**

**Subcontractors/Engineering, ConstructionManagement, Procurement Services and Subcontracts**

**Through December 10, 2004**

 

1.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

2.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

3.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

4.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

5.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

6.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

7.                                       [CONFIDENTIALTREATMENT REQUESTED] /*/

 

 
| Total approved  funding for Items 1 thru 7 | = | $5,559,984.00 |
|--------------------------------------------|---|---------------|

 

The terms and conditionsfor All services provided by Parsons for Acusphere in Items 1 thru 6 above, aspreviously governed by the Terms and Conditions for Engineering, Procurementand Construction Management Services in place of the Technical Services Agreementsigned by Process Facilities Inc. and Acusphere, Inc. dated April 12,2004, are retroactively superceded and replaced by the EPMC Terms andConditions which are incorporated herein by reference.

 

All services provided byParsons for Acusphere in Items 1 through 7 above shall be governed by the termsand conditions of the EPCM in place of the Technical Services Agreement signedby Process Facilities Inc. and Acusphere, Inc. dated April 12, 2004, whichis retroactively superceded and replaced.

 

5

----